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CHAPTER I

NAME. OBJECTIVES. TERRITORIAL AREA. DOMICILE

Article 1. Name and objectives.

The European and  Mediterranean League against Thrombotic Diseases (hereafter called The EMLTD) is organized to scientific and educational purposes and has as its objectives and aims to promote the study of the origin and causes of thromboembolic diseases as well as their diagnosis, prophylaxis and treatment and to gather professionals interested in thrombosis and Hemostasis from the basic to clinical sciences

Article 2. Territorial Area.

The territorial areas for the scientific activities of the EMLTD are the European and Mediterranean countries and will be ruled by Spanish Law of Associations of March 22, 1/ 2002 and by the present bylaws.

Article 3. Activities.

To achieve the above­ mentioned objectives, EMLTD's members will promote clinical research studies on patients with thromboembolic diseases, will participate ordinarily in this research and will foster exchange and diffusion, with all EMLTD’s members, regarding achievements obtained either individually or in teams in order to establish Thrombosis: a) etiopathogenesis b) diagnosis c) treatment d) epidemiology e) genetics f) nutrition in order to achieve patients full incorporation into their previous normal activities. For this purpose The EMLTD will periodically organize in adequate places, and in accordance with the current approved rules of the EMLTD, Congresses, Educational Courses and Conferences, Seminars, Symposia, Publications and any other event towards achieving its objectives.

Article 4. Domicile.

Social domicile of The EMLTD will be located in Pabellón Docente UPV ­Escuela de Enfermería, Hospital de Basurto, C/ Gurtubay s/n, 48013. Bilbao. Spain

 

CHAPTER II

MEMBERS: CLASSES, ADMISSION PROCEDURE, RIGHTS AND OBLIGATIONS

Article 5. Member classes.

The EMLTD will have the following types of membership: Ordinary, Honorary and Sponsoring Members.

Article 6. Admission procedure.

  1. a) Ordinary members. Professionals willing to become members of The EMLTD from all over the world, must present their written application by mail or through the EMLTD Web to the Technical Secretariat. A brief CV may be asked to the applicants. The Secretariat will submit the application to the Executive Board for their approval or disapproval. General Assembly will be reported of the admitted members and has the decisive right in case of claims for not being admitted. b) Sponsoring members. Firms and Institutions interested in the EMLTD's objectives can be admitted into this class. The Executive Board will receive admission for each application and acceptance will be by simple majority of votes by the Council of the EMLTD.
  2. b) Honorary members. They could be those EMLTD members amongst the EMLTD Founders and distinguished professionals that in the past gave their scientific contributions to the EMLTD as former Councilors. New inclusions could be proposed by 10 EMLTD members and approved by the managing EMLTD organs.

Article 7. Ordinary members rights.

All Ordinary members will have identical rights. a) To vote and to be eligible for any job within the Council and Executive Boards. b) To have voice and vote in all deliberations and agreements taken at the General Assembly. c) To examine accounts and social documents within the agreed times, established by the Executive Board. d) To present, by means of written proposals to the Executive Board, as many projects, ideas or initiatives as deemed useful or necessary for the best development of the EMLTD. e) To use all services available within the Society as well as to participate in all activities necessary for the aims of the EMLTD.

Article 8. Ordinary members obligations.

All Ordinary members will have identical obligations: a) To attend, whenever called for, to the General Assembly or before the Executive Board, under its requirement, to deal fixed and singular business b) To fulfill the present bylaws and all agreements made by the Executive Board and the General Assembly. c) To execute with the greatest zeal and enthusiasm all actions requested by the Executive Board in relation to the EMLTD's aims. d) To accept and develop, when duly elected, Managing appointments except for serious reasons so deemed by the Executive Board. e) To pay in time annual dues established by the General Assembly under proposal by the Executive Board.

Article 9. Membership loss.

Ordinary membership may be lost: a) By request of the member himself by means of written application addressed to the Executive Board. b) By not paying ordinary annual dues for at least two years, except for a justified reason. c) By agreement of the Executive Board, after listening to the member, when its social or professional behavior is worth of such expulsion. In this case, Executive Board agreement my be claimed before the General Assembly, that will decide with irrevocable right in an extraordinary meeting convoked to this effect, In any case, the resignation or expulsion of the Member is always the only competence of the General Assembly, and requires always its ratification when the Executive Board has agreed the expulsion as it is established under c) of this article.

Article 10. Honorary members rights.

The honorary members can participate in the EMLTD General Assembly with voice but not with vote, participate in the EMLTD scientific activities and use all services available within the Society. Honorary members will be excluded of the annual dues of ordinary membership.

Article 11. Sponsoring members.

Sponsoring members will have those rights and obligations assumed on their incorporation. Election and continuity of these Sponsoring Members will be based on their financial contributions to The EMLTD, suggested by the Executive Board and approved at the EMLTD's Council. Consequently their membership will be lost by the failure to respect their assumed obligations. Sponsoring Members will enjoy priority rights in EMLTD's International Thrombosis Congresses and in organising Satellite Symposia.

 

CHAPTER III

ECONOMICAL REGIME.

Article 12. EMLTD’s finances.

The EMLTD income or financial means come from: a) Ordinary members annual dues. b) Sponsoring Members annual dues. c) The surplus of the ITC congress or other scientific activities according to the current rules accepted by the Council and General assembly. d) Grants or donations to the EMLTD by Public or Private Institutions, from any country in the world, which will be written down by the Council/Executive Board in the minutes made on occasion of the first periodical meeting. e) Mobile or immobile property of any kind that may correspond to the EMLTD by inheritance or legacy or any other lucrative title, with the mandatory acceptance by the Council/Executive Board.

Article 13. Yearly Budget and Administration.

EMLTD's financial funds will be administered by the Executive Board that will determine adequate Register Books for accountancy, according to actual laws in this matter.

 

CHAPTER IV

EMLTD ASSOCIATED COUNTRIES

Article 14. The EMLTD will consider the association of a new country after an official letter of intend of at least 6 EMLTD members in that country, who are in agreement with the aims of the EMLTD and accept the current Bylaws and the Regulations of the Society. The letter of intend should include the CV of the solicitants and a proposal of one of them as the country representative as a Councilor and another for the Scientific Board representing that country. Proposals will be consider by the Executive Board in representation of the Council, and discussed in the Board’s Meeting. Final decision will be at the General Assembly of the Society.

 

CHAPTER V

EMLTD'S MANAGING AND FUNCTIONING ORGANS

Article 15.

EMLTD's managing and functioning organs are: Council Board, Executive Board, Scientific Board and Educational board. The managing organs may establish other Boards or Committees as it shall deem necessary.

Article 16. Council.

Council will have as main function to promote and enhance EMLTDs activities in their respective countries, encouraging new members registration and other countries into the EMLTD. EMLTD’s Council will be composed by up to two ordinary members in good standing of the founding countries,  except Spain which will have two representatives and the General Secretary in the council.  Non- founder countries will have one representative in the Council. Councilors will be proposed either by the EMLTD members in that country by democratic voting if number of EMLTD members are more of 6, otherwise, may be proposed by the EMLTD’s managing and functioning organs amongst people of renown scientific level in Thrombosis and Hemostasis within the country willing to associate with the EMLTD. Acceptance of new Councilors will be by the General Assembly. The councilors will stay four years with only one renovation possible. The EMLTD Council will have as President, during two years the President  of the International Thrombosis Congress as from the closing Ceremony of the Congress organized. Council's members will meet at least once every two years during the Thrombosis Congress to deal about EMLTD's new important matters, under Presidents convocation.

Article 17. Council Functions.

  1. a) President will represent the Society in all its external relations with the Public Powers, Institutions, Corporations and any kind of physical persons, as well as in all actions, contacts in which The EMLTD may be involved, and in all kinds of matters or administrative and judicial business, for which he may grant opportune legal proxy powers. b) To decide on Ordinary Members admission or dismissal as established under article 9. c) To convoke General Assemblies as it is established in these Bylaws and to execute valid agreements reached in the General Assembly. d) Raise founds so that the EMLTD might be able to execute its aims and be informed by the treasurer about the finances. e) Councilors or members of the EMLTD Boards can bid for the organization every second year the EMLTDs International Thrombosis Congress.

Article 18. General Permanent Secretariat.

The Council will also have a General Permanent Secretariat, whose Secretary as a EMLTD’s Councilor, since the EMLTDs foundation, will be a Spanish Ordinary member elected by the Council. The term of service of the General Secretariat is a period of four years, which can be extended by further periods of four years with the agreement of the EMLTD Council and General Assembly. His main function will be to co­ordinate Councilors activities and enhance EMLTDs development within the associated countries. To develop this task, the General Secretary-Treasurer will be provided with the opportune legal proxy powers and financial means, with the obligation to inform periodically to the EMLTDs Managing and Functioning Organs.

Article 19. Executive Board.

The Society will be managed and administered by an Executive Board of seven (7) members that will act as the executive branch of the Council. The Executive Board will be constituted by the President of the EMLTD, the former President, a General Secretary-Treasurer and four (4) other members elected among EMLTD members of the Council and/or the EMLTD Boards in good standing. The new President can, at his election, renew two members of the Executive Board and to replace them with other two members among members of the Council and/or the EMLTD Boards.

The Executive Board will be in activity for a period of two years (the two following years after the Congress of the EMLTD.).

Article 20. Executive Board Functions.

Executive Board will meet at least once a year. They will meet also when requested by the President under his initiative. Its functions will be: a) To establish EMLTD's yearly budget and show its yearly accountancy and financial balance. b) To be responsible for the whole administrative work of the EMLTD c) To nominate an Assistant or Manager d) To keep adequate relations, through the Associated Editor, with the Official Journal of the EMLTD. e) To enforce fulfillment of all members’ rights and obligations and, in particular, execution of financial regime as per articles 12 and 13 of present bylaws

Article 21. Agreements.

Executive Board will undertake agreements by majority being Chairman's vote decisive in case of a tied voting. In order that agreements might be obligatory, the presence of at least two thirds of Executive Board members is necessary.

Article 22. Educational Board.

Educational Board. Ensures the greatest possible impact of the Society’s educational programs on the thrombosis and hemostasis clinical and scientific community. The Educational Board will have a president and the appropriate number of members up to 10. Members will be proposed by the Council and approved by the General Assembly. The term will be four years which could be extended to another period of four years.

Article 23. International Scientific Committee. Will be composed of professionals of international scientific prestige, who under the council’s proposal, will be approved at the General Assembly. Its function will be to collaborate in the EMLTD scientific and educational activities and to collaborate and reinforce Councilors tasks. The term will be 4 years, which could be extended for another period of 4 years

 

CHAPTER VI

FUNCTIONS OF EXECUTIVE BOARD OFFICERS

Article 24. President.

It is the right of the Executive Board's President: a) To convoke and preside meetings of the Executive Board, determining himself the meeting's agenda. b)To order necessary payments to satisfy EMLTD's needs according to expenses budget. c) To convoke and preside meetings of the Executive Board, determining himself the meeting's agenda. c) To authorize with his signature as many documents as required for administrating the EMLTD; for some of these functions he will grant opportune legal proxy powers. d) To undertake by himself, in urgency cases, opportune decisions submitting them for approval by the Executive Board at the first available meeting of the Board.

Article 25. Vice-­President (past President of the EMLTD).

It is the right of the Vice­-President to substitute the President in his absence and to hold Executive Board Chairmanship whenever it is vacant. He may have all functions and faculties, which the President might delegate to him.

Article 26. Treasurer (Secretary General).

The Treasurer will be in charge to rise and to keep EMLTD's funds, accountancy, and payment of bills for the normal functioning of the EMLTD, which will be reported and approved by the Executive Board. He will present the income and expenses yearly budget, which after being approved by the Executive Board, must be positively voted by the General Assembly.

Article 27. Vocals.

They will help all Executive Officers, when necessary, in their functions and administrative work.

 

CHAPTER VII

GENERAL ASSEMBLY

Article 28. Functions.

General Assembly is the EMLTD's supreme organ and its agreements are mandatory to all EMLTD's members, who, being in good standing order, are entitled to attend to its meetings either personally or duly represented.

Article 29. Classes.

General Assembly can be ordinary or extraordinary. Ordinary Members, who are in good standing order, have the right to attend to them with voice and vote. Sponsoring members, who are in good standing order, may attend only as listeners but without voice and vote.

Article 30. Convocation.

General Assembly, both ordinary and extraordinary, will be convoked by the Council's President under his initiative or under a request of twenty members, by written application in which affairs to be dealt with must be clearly specified, and will take place, at least, every second year, within the celebration of the International Thrombosis Congress.

Article 31. Convocation procedure.

General Assembly convocation must comprise agenda matters, place and site, date and hour for the meeting to be held. General Assembly, both ordinary and extraordinary, will be validly constituted, on first call, when attended by majority of members, present or duly represented, and, on second call, whatever number of members is present. Between the convocation date and the General Assembly meeting, there must be a period of fifteen days. Second call for the meeting can be made on same convocation but with a half­ hour delay to start the meeting after the hour of the first call. lf the second call has not been foreseen in the convocation announcement, then a period of at least eight days is required. The President will sign the convocation and he will send it to members by E­mail or postal service.

Article 32. Agreements.

General Assembly, both ordinary and extraordinary, agreements should be adopted by majority of votes. In the case of a tied voting, President will decide with his quality vote. These agreements will be valid and, consequently, executive and mandatory for all members, whatever the number of attendants.

Article 33. Voting.

Voting can be ordinary, nominal or secret. Nominal voting will be held at the request of half of the members attending to the meeting. Secret voting will be held when affairs which are dealt concern to some member’s dignity and decor. General Assembly can also undertake agreements by unanimous general approval.

Article 34. Discussions.

General Assembly will be presided and ruled by the President or his substitute amongst the Councilors. He will give members faculty to talk when applied for and will take away this talking faculty from members due to incorrect behavior or speaking on matters out of agenda affair or too long explanations or discussions. The General Assembly will approve or discuss the decisions of the Council.

Article 35. Ordinary General Assembly.

Ordinary General Assembly will be held once every second year during the celebration of EMLTD's International Congress on Thrombosis and shall deal on the following matters: a) Reading and approval of previous minutes. b) Reading and approval of Activities Memory, undertaken by the EMLTD in the preceding two years. c) Revision and approval of accountancy of income and expenses of preceding two years. d) Revision and approval of the budget of income and expenses for the next two present years. e) Storming and discussion of scientific matters in the EMLTD's fields when the members consider them interesting in view of the undertaken research. f) Special matters g) Requests and questions.

Article 36. Extraordinary agreements.

General Assembly, both ordinary and extraordinary, will not be entitled to deliberate or decide on matters, which are not written down in the Convocation Agenda. It is clearly established that the favorable vote of two thirds of present, or duly represented, members will be necessary in an Extraordinary Assembly to dispose or give up the goods of the EMLTD, modification of Bylaws, dissolution of the EMLTD, as well as to assume big amounts credit obligations or loans.

Article 37. Minutes

Minutes will be written on all meetings held, signed by the General Secretary with the Placet of the President/Chairman and they will be registered in the corresponding minute archive.

 

CHAPTER VIII

DISSOLUTION OF THE EMLTD

Article 38. Dissolution.

The EMLTD shall be dissolved by agreement of the Extraordinary General Assembly, duly convoked by the EMLTD's President to this effect with an extraordinary call in whose day’s agenda Society dissolution will be the only matter to be dealt with. It can also be dissolved by causes determined in article 39 of Spanish Civil Law and by Judge's sentence.

Article 39. Liquidation.

Executive Board, increased with three of most ancient members, will be in charge to carry out liquidation of Society, after having been constituted as such as a Commission of liquidation; it will proceed to require due quantities to be cashed and to see all its actual assets at that moment, and to distribute or derive final product obtained to entities or foundations with beneficence character, esteemed as such by them with full right to execute it.

Additional disposition.

All matters, which are not defined in these BY­LAWS, shall be dealt according to the actual Spanish Law of Associations and any other laws, which may substitute or supplement it.